Common use of Repayment and Forfeiture Clause in Contracts

Repayment and Forfeiture. Executive agrees that in the event that he (a) materially breaches any term of Paragraph 6, 7 or 8 of this Agreement and, in the event such breach can be cured, such breach has not been cured by Executive within fifteen (15) days after receipt by the Executive of written notice thereof from the Company, or (b) challenges the validity of all or any part of Paragraphs 5, 6, 7 or 8 and all or any part of Paragraphs 5, 6, 7 or 8 is found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, in addition to any other remedies at law or in equity the Company may have available to it, (i) Executive shall repay to the Company the net, after tax proceeds of any payments made under subparagraph 2(b) of this Agreement and (ii) any Awards that vested or may vest following the Date of Resignation pursuant to subparagraphs 4(b) and 4(c) of this Agreement shall be forfeited and, if applicable, Executive shall repay the net, after tax proceeds thereof to the Company. Any repayment and/or forfeiture provisions in any of the Company’s underlying plan documents or other Company policies shall continue in full force and effect. Executive hereby represents and warrants that he is not aware of any facts or circumstances that would trigger the repayment and/or forfeiture provisions in any such plan documents or Company policies. In the event that legal action is taken by the Executive or the Company to enforce this Agreement, the prevailing party shall be entitled to attorney’s fees.

Repayment and Forfeiture. Executive agrees that in the event that he (a) materially breaches any term of Paragraph 65, 6 or 7 or 8 of this Agreement andAgreement, in the event such breach can be cured, such breach has not been cured by Executive within fifteen (15) days after receipt by the Executive of written notice thereof from the Company, or (b) challenges the validity of all or any part of Paragraphs 5, 6, 6 or 7 or 8 and all or any part of Paragraphs 5, 6, 6 or 7 or 8 is found as a result of such challenge to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, or (c) engaged in any activity during the Agreement Term that would have constituted Cause, in addition to any other remedies at law or in equity the Company may have available to it, (i) Executive shall repay to the Company the net, after tax proceeds of any payments made compensation paid under subparagraph 2(bParagraph 2(d) and 4(b) of this Agreement (other than the “Accrued Compensation and Benefits”), (ii) any Awards unsold shares of Company common stock distributed pursuant to Paragraph 2(d) shall be cancelled, (iii) any remaining cash severance payments otherwise payable pursuant to Paragraph 4(b)(5) shall be forfeited, and (iv) any RSUs or PRSUs granted pursuant to Paragraph 2(d) that vested or may vest remain outstanding following the Date termination of Resignation pursuant to subparagraphs 4(b) and 4(c) of this Agreement Executive’s employment with the Company shall be forfeited and, if applicable, Executive shall repay the net, after tax proceeds thereof to the Companyforfeited. Any repayment and/or forfeiture provisions in any of the Company’s underlying plan documents documents, LTIP award agreements or other Company policies shall continue in full force and effect. Executive hereby represents and warrants agrees that he is not aware of any facts or circumstances that would trigger the repayment and/or forfeiture provisions in any such plan documents or Company policies. In the event that legal action is taken by the Executive or the Company to enforce all payments under this AgreementAgreement (including, without limitation, the prevailing party shall base salary and all incentive compensation, if and to the extent subject to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), will be entitled subject to attorney’s feesany other forfeiture or repayment required under the Xxxx-Xxxxx Act and regulations and rulings issued thereunder.

Repayment and Forfeiture. Executive agrees that in the event that he (a) materially breaches any term of Paragraph 65, 7 7, 8 or 8 9 of this Agreement and, in the event such breach can be cured, such breach has not been cured by Executive within fifteen (15) days after receipt by the Executive of written notice thereof from the Company, or (b) challenges the validity of all or any part of Paragraphs 5, 67, 7 8 or 8 9 and all or any part of Paragraphs Paragraph 5, 67, 7 8 or 8 9 is found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, in addition to any other remedies at law or in equity the Company may have available to it, (i) Executive shall repay to the Company the net, after tax proceeds of shall not be obligated to make any further payments made under subparagraph 2(b) or provide any benefits specified in Paragraphs 3 or 4 of this Agreement to or on behalf of Executive (other than payments that would constitute deferred compensation, not eligible for exemption, under Section 409A) and (ii) any Awards that vested or may vest following the Date of Resignation pursuant to subparagraphs 4(b) and 4(c) Paragraph 3 of this Agreement shall be forfeited and, if applicable, Executive shall repay the net, after tax proceeds thereof to the Company. Any For the avoidance of doubt, the foregoing provisions of this Paragraph 11 shall not apply to any Awards that would have vested or survived on or following the Date of Resignation without application of Paragraph 3 of this Agreement, and any repayment and/or forfeiture provisions in any of the Company’s underlying plan documents or other Company policies shall continue in full force and effect. , and Executive hereby represents and warrants that he is not aware of any facts or circumstances that would trigger the repayment and/or forfeiture provisions in any such plan documents or Company policies. In the event that legal action is taken by the Executive or the Company to enforce this Agreement, the prevailing party shall be entitled to attorney’s fees.

Repayment and Forfeiture. Executive agrees that in the event that he (a) materially breaches any term of Paragraph 67, 7 8, or 8 9 of this Agreement and, in the event such breach can be cured, such breach has not been cured by Executive within fifteen (15) days after receipt by the Executive of written notice thereof from the Company, or (b) challenges the validity of all or any part of Paragraphs 5, 6, 7 7, 8, or 8 9 and all or any part of Paragraphs 5, 6, 7 7, 8, or 8 9 is found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, in addition to any other remedies at law or in equity the Company may have available to it, (i) Executive shall repay to the Company the net, after tax proceeds of any payments made under subparagraph 2(b3(b) of this Agreement and (ii) any Awards that vested or may vest following the Date of Resignation Retirement pursuant to subparagraphs 4(b) and 4(csubparagraph 5(b) of this Agreement shall be forfeited and, if applicable, Executive shall repay the net, after tax proceeds thereof to the Company. Any repayment and/or forfeiture provisions in any of the Company’s underlying plan documents or other Company policies shall continue in full force and effect. Executive hereby represents and warrants that he is not aware of any facts or circumstances that would trigger the repayment and/or forfeiture provisions in any such plan documents or Company policies. In the event that legal action is taken by the Executive or the Company to enforce this Agreement, the prevailing party shall be entitled to attorney’s fees.